Navigant (NASDAQ:FLYR)
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Navigant International, Inc. (Nasdaq: FLYR):
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Conference Call: May 2, 2006 at 11:00 a.m. EDT
Dial-in number: 866/250-2351 or 303/262-2175 (International)
Replay information below.
Webcast URL: www.fulldisclosure.com
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Navigant International, Inc. (which does business as TQ3Navigant -
Nasdaq: FLYR), the second largest provider of corporate travel
management services in the United States based on airline tickets
sold, today reported first quarter results for the period ended March
26, 2006, as summarized below.
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Summary Financial Results (In millions, except per share data)
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For the Three Months Ended
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March 26, 2006 March 27, 2005
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Revenues $121.5 $122.0
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Gross Profit Margin 41.8% 41.6%
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EBITDA (1) $14.1 $15.5
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Operating Income $10.0 $11.1
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Operating Margin 8.2% 9.1%
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Net Income $3.7 $4.8
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Diluted EPS $0.21 $0.26
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(1) EBITDA is defined as earnings before interest, taxes, depreciation
and amortization. A reconciliation of the above EBITDA figures to
the Company's cash flow from operating activities is included in
the financial tables accompanying this release. The Company
believes EBITDA provides investors with a liquidity measurement
tool utilized by management and a helpful measure with which to
evaluate compliance with their credit agreements. The Company uses
EBITDA as an indication of funds available for borrowings,
acquisitions and other corporate purposes. The Company's credit
facility contains covenants that are based on an EBITDA measure
including covenants concerning total leverage, senior leverage and
fixed charges coverage. EBITDA is not a measure of performance or
liquidity calculated in accordance with generally accepted
accounting principles and investors should not consider this
measure in isolation or as a substitute for net income, cash flows
from operating activities or any other measure for determining the
Company's operating performance or liquidity that is calculated in
accordance with generally accepted accounting principles.
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Edward S. Adams, Chairman and Chief Executive Officer, commented,
"Fiscal 2006 began strongly for Navigant with first quarter results
that met or exceeded our financial guidance targets for net income,
EBITDA, and earnings per share. Navigant's role as a leader in the
corporate travel sector and the continued strength in the marketplace
contributed to another double-digit rise in quarterly transaction
levels. Due to continued growth in online adoption we continue to see
a slight decline in revenue per transaction compared with the prior
year level, but the overall trend toward pricing stabilization in the
marketplace remains intact. With gross profit margins improving both
from the previous quarter and the year-ago period, we believe our
financial results reflect the value of our long-term business model,
which emphasizes high client retention rates, strong transaction
levels, new business and more value added offerings for customers.
"As announced on April 27, Carlson Wagonlit Travel (CWT) and
Navigant have signed a definitive agreement whereby CWT will acquire
all outstanding shares of Navigant for $16.50 per share. The
transaction is subject to a number of closing conditions, including
approval by Navigant's shareholders, regulatory approvals, completion
of financing, the closing of CWT's proposed recapitalization also
announced on April 27, 2006, and other customary conditions. The
business travel sector is experiencing a period of consolidation and
we are confident that by combining forces with CWT our investors, our
customers and our employees will be well-served."
As noted in the guidance provided in February of this year, the
comparative first quarter results reflect a single incentive program
with revenues of approximately $7 million that occurred in the 2005
period; this program was not repeated in the first quarter of 2006.
Excluding the impact of this program, revenue would have increased on
a year over year basis. First quarter gross profits of $50.8 million
compared favorably with gross profits of $50.7 million in the first
quarter of 2005, reflecting an improvement in gross margin.
Robert C. Griffith, Navigant's Chief Financial Officer and Chief
Operating Officer, commented on the results and outlook, "Navigant
recorded record transactions in the 2006 first quarter, up 10% from
the first quarter of 2005. While revenue per transaction moderated
slightly, our gross margin expansion benefited from our ability to
balance costs with transaction levels and achieve improved
productivity.
"As anticipated, general and administrative expenses for first
quarter 2006 rose 4.3% from first quarter 2005 levels, as we incurred
salary increases and higher health insurance costs throughout 2005.
However, first quarter 2006 general and administrative expenses
declined 4.6% from the fourth quarter 2005, primarily because we are
no longer bearing the expenses of the extensive financial review we
undertook in 2005. Beginning in the second quarter of 2006, we expect
investments in account implementations to decline from 2005 levels as
we have adjusted staffing to more efficiently manage certain accounts
implemented in early 2005.
"During the first quarter of 2006 we applied cash from operations
to debt repayment, which resulted in debt repayments of $12.7 million.
However, higher interest rates resulted in a 16.9 % quarterly year
over year increase in net interest expense.
"We look forward to the remainder of 2006, expecting positive
results based on the continued strength of the corporate travel market
and Navigant's ability to meet corporate clients' needs with a broad
range of services and offerings."
Mr. Griffith concluded, "Outlined in the table below are updated
full year 2006 financial guidance targets. This guidance is based on
the expectations of continued strength in the corporate travel market
and for further client migration to our online solutions, generating
higher gross margins but lower revenue per transaction. As highlighted
below, we continue to project full year increases in revenue, net
income, EBITDA, and diluted earnings per share as we further improve
productivity and our service infrastructure. Finally, given the timing
of our fiscal year end, 2006 will include 53 weeks while 2005 had 52
weeks. The extra week in 2006 will be the period between Christmas and
New Year's eve which is historically a very slow period for corporate
travel, transactions and revenue, though we will incur overhead and
salaries during this time."
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(In millions, except per share data)
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FY 2006 FY 2006E FY 2005A
REVISED PRIOR
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Revenues $495.0 - $505.0 $500.0 - $510.0 $492.0
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Net Income $18.0- $19.0 $17.5 - $18.5 $16.7
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EBITDA(1) $63.0 - $64.0 $62.0 - $63.0 $59.3
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Diluted EPS $1.00 - $1.04 $0.98 - $1.02 $0.93
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(1) EBITDA is defined as earnings before interest, taxes, depreciation
and amortization. A reconciliation of the above EBITDA figures to
the Company's cash flow from operating activities is included in
the financial tables accompanying this release. The Company
believes EBITDA provides investors with a liquidity measurement
tool utilized by management and a helpful measure with which to
evaluate compliance with their credit agreements. The Company uses
EBITDA as an indication of funds available for borrowings,
acquisitions and other corporate purposes. The Company's credit
facility contains covenants that are based on an EBITDA measure
including covenants concerning total leverage, senior leverage and
fixed charges coverage. EBITDA is not a measure of performance or
liquidity calculated in accordance with generally accepted
accounting principles and investors should not consider this
measure in isolation or as a substitute for net income, cash flows
from operating activities or any other measure for determining the
Company's operating performance or liquidity that is calculated in
accordance with generally accepted accounting principles.
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Conference Call Information - 11:00 a.m. EDT, Tuesday, May 2, 2006
The conference call number is 866/250-2351 or 303/262-2175
(International). Please call 10 minutes in advance to ensure that you
are connected prior to the presentation. A live Webcast of the call
will be available on www.fulldisclosure.com (requires a Windows Media
Player).
Following its completion, a replay of the call can be accessed
until May 16 by dialing 303/590-3000. The access code for the replay
is 11058310#. Replays of the Webcast will be available for 30 days at
www.fulldisclosure.com.
About Navigant International, Inc.
Denver-based Navigant International, Inc., d/b/a TQ3Navigant, is a
global provider of travel management solutions that add significant
value by reducing costs, increasing management and control, and
improving travel efficiency. The Company delivers integrated travel
management solutions blending advanced technology with personalized
service and expertise. The Company currently employs approximately
5,200 associates and has operations in approximately 1,000 locations
in 22 countries and U.S. territories. On April 27, 2006 Navigant
announced that it had entered into an agreement whereby Carlson
Wagonlit Travel will acquire all outstanding shares of Navigant for
$16.50 per share. The aggregate transaction value, including the
assumption of debt, is approximately $510 million. The transaction is
subject to a number of closing conditions, including approval by
Navigant's shareholders, regulatory approvals, completion of
financing, the closing of CWT's proposed recapitalization also
announced on April 27, 2006 and other customary conditions.
Additional Information about the Carlson Wagonlit Travel and
Navigant International, Inc. Transaction
In connection with the proposed merger, Navigant will file a proxy
statement with the SEC. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO
READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL
CONTAIN IMPORTANT INFORMATION. Investors and security holders may
obtain a free copy of the proxy statement (when available) and other
materials filed by Navigant at the SEC's web site at www.sec.gov. The
proxy statement and such other materials may also be obtained for free
from Navigant by directing such request to Navigant, Attention:
Corporate Secretary, 84 Inverness Circle East, Englewood, Colorado
80112-5314, Telephone: (303) 706-0800.
Navigant and its directors, executive officers and other members
of its management and employees may be deemed to be participants in
the solicitation of proxies from its stockholders in connection with
the proposed transaction. Information concerning the interests of
Navigant's participants in the solicitation is set forth in its annual
proxy statement filed with the SEC on March 16, 2006. Carlson Wagonlit
Travel and its directors, executive officers and other members of its
management and employees may be deemed to be participants in the
solicitation of proxies from Navigant's stockholders in connection
with the proposed transaction. Other information regarding the
participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise, will
be contained in the proxy statement and other relevant materials to be
filed with the SEC when they become available. INVESTORS SHOULD READ
THE PROXY STATEMENT CAREFULLY AND IN ITS ENTIRETY WHEN IT BECOMES
AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS.
Safe Harbor Statement
This news release contains forward-looking statements, including
statements about the Company's financial results, transaction volumes,
growth strategies and opportunities, including a planned acquisition
of the Company, migration of transactions to on-line products and
platforms, repayment of debt, potential sales and implementation of
new business, and general industry or business trends or events.
Investors are cautioned that any such forward-looking statements are
not guarantees of future performance and involve risks and
uncertainties. Actual events or results may differ materially from
those discussed in the forward-looking statements as a result of
various factors, including, without limitation, our significant
indebtedness and variable interest payment obligations, restrictions
in our credit facility and Term Loan on our ability to finance future
operations or capital needs, disruptions in the travel industry such
as those caused by terrorism, war, natural disasters or general
economic downturn, modification of agreements with travel vendors or
suppliers including any commissions, overrides or incentives,
competition, our ability to continue to acquire and integrate
potential future acquisitions, the ability to close the planned
acquisition of the Company, including our ability to obtain regulatory
and shareholder approvals for the proposed transaction and the risk
that CWT may not obtain the financings necessary to complete the
proposed transaction, delays or inability to close new business and
the potential loss of existing customers prior to the closing of the
CWT acquisition, our ability to manage our business and implement
growth strategies, failure of technology on which we rely, other risks
described in the Company's annual report on Form 10-K for the year
ended December 25, 2005, and the risk factors detailed from time to
time in the Company's SEC reports, including the reports on Forms 10-K
and 10-Q. The forward-looking statements made herein are only as of
the date of this press release, and the Company undertakes no
obligation to publicly update such forward-looking statements to
reflect subsequent events or circumstances.
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Navigant International, Inc.
Consolidated Statements of Income (Unaudited)
(In thousands, except per share amounts) Three Months Ended
March 26, 2006 March 27, 2005
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Revenues $121,538 $122,040
Operating expenses 70,718 71,327
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Gross profit 50,820 50,713
General and administrative expenses 36,768 35,255
Depreciation and amortization expense 4,047 4,348
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Operating income 10,005 11,110
Interest expense, net and other 4,066 3,478
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Income before provision for
Income taxes 5,939 7,632
Provision for income taxes 2,271 2,872
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Net income $3,668 $4,760
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EBITDA (1) $14,052 $15,458
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Add: Interest Expense for Convert
Net of Tax 544 544
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Net income for dilutive earnings per
share $4,212 $5,304
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Net income per share:
Basic net income per share $0.24 $0.31
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Diluted net income per share $0.21 $0.26
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Weighted average shares outstanding:
Basic 15,514 15,492
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Convertible shares 4,349 4,349
Dilutive options 522 289
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Diluted 20,385 20,130
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(1) EBITDA is defined as earnings before interest, taxes, depreciation
and amortization. A reconciliation of the above EBITDA figures to
the Company's cash flow from operating activities is included
below. The Company believes EBITDA provides investors with a
liquidity measurement tool utilized by management and a helpful
measure with which to evaluate compliance with their credit
agreements. The Company uses EBITDA as an indication of funds
available for borrowings, acquisitions and other corporate
purposes. The Company's credit facility contains covenants that
are based on an EBITDA measure including covenants concerning
total leverage, senior leverage and fixed charges coverage. EBITDA
is not a measure of performance or liquidity calculated in
accordance with generally accepted accounting principles and
investors should not consider this measure in isolation or as a
substitute for net income, cash flows from operating activities or
any other measure for determining the Company's operating
performance or liquidity that is calculated in accordance with
generally accepted accounting principles.
EBITDA Reconciliations:
Three Months Ended
March 26, 2006 March 27, 2005
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Net cash provided by operating
activities $13,441 $13,253
Adjustments to reconcile net cash
provided by operating activities to net
income:
Depreciation and amortization expense (4,047) (4,348)
Amortization of deferred gain on
interest rate swaps 163
Stock-based compensation expense (105)
Income tax benefit from employee
exercise of stock options (26)
Deferred tax provision (benefit) (269) (1,003)
Changes in assets and liabilities:
Accounts receivable and other assets (5,745) 2,023
Accounts payable and other
liabilities 230 (5,139)
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Net income $3,668 $4,760
Add: Provision for income taxes 2,271 2,872
Add: Interest expense 4,066 3,478
Add: Depreciation and amortization
expense 4,047 4,348
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EBITDA $14,052 $15,458
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